RE: Any response ?17 Dec 2014 00:24
stephen, I concur (though I am probably wrong again .... lol) with your intimation regarding a takeover, but that was part 2 of my observation, which I didn't enter into once it was intimated to me that I was wrong in my interpretation in part 1 of my observation.
Even allowing only for Mr Bell's initial £1.55 million investment, and an immediate drawdown of £1.5 million from the debt facility that he is providing, if I was correct in my interpretation that he would upon that investment alone "at a price of 0.05 pence per ordinary share in the capital of the Company ("Ordinary Shares") (the "Subscription") (or such amount that is equivalent to 0.05 pence per Ordinary Share following the share consolidation and share split as detailed below) (the "Subscription Price");", would then hold (I don't know of any existing shareholding that he may already have, so this percentage may be even greater still) in excess of 77% of the shares in the company.
The reason that I perceive his shareholding would be in excess of 60% is that £1.55 million pounds worth of shares, and the potential (may be converted at "any time on Mr. Bell's request") to convert the drawdown of £1.5 million of the debt facility, at "..... a price of 0.05 pence per ordinary share...." would equate to Mr Bell holding 6.1 billion shares (on this initial investment alone, and the initial drawdown of the debt facility), as there is the further potential for him to convert an additional 3 billion shares at a later date (if there is the drawdown of the maximum debt facility).
Being as there are currently circa 1.8 billion shares in issue, and that the likelihood is that upon acceptance of proposed refinancing offer Mr Bell would hold 6.1 billion shares, which would then equate to circa 77% of the shares in issue.
Surely at that shareholding percentage he would be obliged to launch a takeover, and quite likely delist and take it private.
There is indication that there will be a share consolidation and share split (on terms to be agreed at a later date), but this will occur after the initial investment, and drawdown on the debt facility (the first £1.5 million of the £3 million, debt facility will be drawn down immediately), has been made, and shares consequently issued.
I clearly must be wildly misinterpreting the RNS, as it would appear that Mr Bell would end up with the vast majority of the company, if this re-financing proposal is accepted.
All I ask is that (in layman's terms hopefully .... lol), for my own edification, that someone details where I am making such basic errors in my initial interpretation.
As always, the above is IMHO, and I strongly suggest that everyone DYR.
GLA